NorthWest Biotherapeutics Inc (NWBO)

[dennisdave]

There is some confusion here about what the difference is between the Stock shell and increase of authorized shelf. Definitions

Shelf registration or Shelf offering is the process of pre-registering securities with the U.S. Securities Exchange Commission (SEC) (through an S# form) in order to issue them to the public in the future. It gives the security-issuing company liberty to make multiple public offerings using the same registration without filing a separate prospectus each time.

Ex is right that the S3 shelf valid time period has nearly come to an end. Authorized shares (A/S): The total number of Shares the listed company can issue.

Im 90% certain that EX insider warrants/options the number of authorized shares is sufficient to serve present external warrant holders. There are various calculations but I believe NWBO has even 50-75 million shares left if all PRESENT outside warrants were converted. However, the recent 10-K/A suggests that Northwest is preparing to increase the authorized shares AND is extending/amending/renewing its shelf registration. They must have come across the missing filing when preparing for this. If this is the case the following scenarios:

Scenario 1. Managements plan is to Increase the number of A/S to start selling shares and dilute the hell out of us like they have done the past 5 years.

After the JA and TLD endpoints have been met PR management expects the SP to rise substantially. Management will then organize the ASM and put up the vote to increase the A/S expecting happy shareholders to sing kumbaya and vote for the increase of A/S. With this increase of A/S, NWBO can then move on and sell new shares. However, they would be wrong. I dont think that the SP will move at all in this scenario perhaps even crater. The reason for this being
A. dilution duh. B. the market would then know that management has not done its homework and not landed a huge investor/a JV with a BP which they have no excuse for and could have easily done. C. Also the market knows then there will not be any change in cash flow influx anything soon from a BO/JV/or huge investor. In this scenario, I expect that the vote to increase the A/S will simply fail. Heck, I would vote NO in this scenario. According to Delaware law, they need 51% of ALL outstanding shares to say YES to increase in a/s which I think is going to be extremely difficult in this scenario.. Disappointed shareholders (SP cratered in this scenario) will no longer be blackmailed (bankruptcy or increase in A/S) for there are alternatives now to get finances.

Scenario 2. OR increase A/S to then sell X tens of millions of new shares to big pharma or private investor for X (x5, x6?) times the present share price. This of course will increase the SP substantially. Shareholders are happy and vote yes for the increase in A/S

Scenario 3. There is NOT going to be an increase of A/S for they have enough cash with all warrants being exercised over the last 6 months and no active trial

IF there is going to be a vote for the increase A/S good lord let it be scenario 2, heck I dont believe scenario 1 will survive.